This Exclusive Aircraft Sales Agreement ("Agreement") is made between the Seller named in Step 1, represented by its signatory ("Seller"), and Jet Crew Services LLC, a Wyoming limited liability company, 1309 Coffeen Ave Suite 2352, Sheridan, WY 82801, USA ("JCS"). Seller and JCS are each a "Party".
1. Appointment
Seller appoints JCS as its sole and exclusive broker to market and sell the aircraft described in Step 2, together with its engines, installed equipment, logbooks and records (the "Aircraft"), and JCS accepts the appointment.
2. Term
This Agreement begins on the start date and continues for twelve (12) months (the "Term"). It renews for successive three-month periods unless either Party gives written notice at least fifteen (15) days before the Term or a renewal ends.
3. Exclusivity
During the Term, Seller will not list, offer or market the Aircraft through any other broker, dealer or listing service, and will refer every inquiry about the Aircraft, from any source, to JCS. JCS may work with outside brokers representing buyers, on terms JCS sets, provided their fees do not reduce the Net Price.
4. Price and JCS Compensation
Seller's net asking price is the Net Price entered in Step 3 (the "Net Price"). JCS will market the Aircraft at the Net Price plus five percent (5%) of the Net Price (the "Marketing Price"). JCS's compensation is the amount by which the gross purchase price exceeds the Net Price, and it is paid at closing through the closing escrow. Seller receives the Net Price at closing, less only Seller's own closing costs and any amounts needed to deliver clear title.
Seller may accept an offer below the Marketing Price. If the gross purchase price is less than the Net Price plus 5%, the Parties will agree in writing how the difference is shared before Seller accepts the offer. The Net Price may be changed only by written notice signed by Seller and acknowledged by JCS.
5. Sale by Others; Protected Buyers
If the Aircraft is sold, leased with an option to purchase, or otherwise transferred during the Term to any buyer, whether found by JCS, by Seller or by anyone else, Seller will pay JCS five percent (5%) of the gross purchase price at closing. If, within six (6) months after the Term ends, the Aircraft is sold to a buyer that JCS introduced or with whom JCS negotiated during the Term, the same fee applies. JCS will give Seller a list of such buyers within fifteen (15) days after the Term ends.
6. JCS Responsibilities
JCS will use commercially reasonable efforts to sell the Aircraft, including preparing specification sheets, maintenance status reports and other marketing materials; presenting the Aircraft to its network of buyers and brokers; screening and qualifying buyers; and coordinating the letter of intent, deposit, pre-purchase inspection, escrow and closing. JCS does not take title to the Aircraft and does not guarantee a sale or a sale price.
7. Confidentiality and Marketing
JCS will not publish the Aircraft's registration, serial number, owner identity or exterior photographs that could identify the Aircraft without Seller's written consent, and will market it under a JCS inventory number. Each Party will keep the terms of this Agreement and the other Party's non-public information confidential, except as needed to complete a sale or as required by law.
8. Seller Responsibilities and Representations
Seller represents that it owns the Aircraft or is authorized in writing to sell it; that the information given to JCS is accurate to the best of its knowledge; and that all liens, leases, encumbrances and damage history are disclosed in Step 2. Seller will give JCS reasonable access to the Aircraft and its records, keep the Aircraft airworthy and insured during the Term, and deliver it at closing with good and marketable title, free of liens and encumbrances. Seller will promptly tell JCS of any change in the Aircraft's condition, status or location.
9. Costs
JCS bears its own marketing costs. Seller bears the costs of ownership, maintenance, insurance, positioning for inspection unless the buyer pays, and its own legal, escrow and title costs.
10. Sanctions and Compliance
Neither Party will offer the Aircraft to, or transact with, any person, entity or country subject to United States or United Nations sanctions. Each Party will comply with applicable anti-bribery, anti-money-laundering and export-control laws.
11. Termination
Either Party may end this Agreement early for a material breach by the other that is not cured within fifteen (15) days of written notice. Sections 5, 7 and 12 survive the end of this Agreement.
12. General
JCS acts as an independent contractor and broker. This Agreement is the Parties' entire agreement on its subject, may be changed only in writing signed by both Parties, and if any provision is unenforceable the rest remains in effect. Neither Party may assign it without the other's written consent. This Agreement is governed by the laws of the State of Wyoming, USA, and the state and federal courts located in Sheridan County, Wyoming have exclusive jurisdiction.
13. Electronic Signature
The Parties agree to sign and keep this Agreement electronically. Electronic signatures and records under this Agreement have the same effect as handwritten signatures and paper originals under the U.S. Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transactions Act. JCS accepts this Agreement by the electronic approval of its authorized representative, and its confirmation email to Seller, naming that representative and the effective date, evidences that acceptance.
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